FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
entered into as of December 24, 1998, by and between AUTO-GRAPHICS,
INC., a California corporation ("Borrower"), and WELLS FARGO BANK,
NATIONAL ASSOCIATION ("Bank").
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the
terms and conditions of that certain Credit Agreement between Borrower
and Bank dated as of May 12, 1997, as amended from time to time
("Credit Agreement");
WHEREAS, as evidenced by Borrower's financial statements for the
quarter ending September 30, 1998, Borrower has violated the EBITDA
Coverage Ratio covenant and the profitability covenant set forth in
Section 4.9 (d) and (e) of the Credit Agreement (the "Existing
Violations"), which Existing Violations constitute Events of Default;
WHEREAS, Borrower has requested that Bank forbear from exercising
its rights and remedies with respect to the Existing Violations, and
Bank is willing to do so, subject to certain conditions;
WHEREAS, Bank and Borrower wish to amend two of the Events of
Default in the Credit Agreement;
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:
1. Bank hereby agrees to forbear from exercising its rights
and remedies in connection with the Existing Violations until
February 15, 1999, except that Bank reserves the right to
refuse to make advances under the Credits in Bank's sole
discretion. Such agreement to forbear is conditioned upon
(a) delivery to Bank by January 4, 1999, of a current
financial statement of Robert S. Cope, in form and substance
satisfactory to Bank, and (b) delivery to Bank upon Bank's
request of any additional financial information Bank may
require, including without limitation information relating
to the business plan submitted by Borrower to Bank on December
11, 1998. Failure to comply with such conditions shall
terminate Bank's forbearance.
2. The forbearance by Bank described above shall not be deemed
a waiver of the Existing Violations, nor a waiver or agreement
to forbear with respect to any future violation which may occur
under the Credit Agreement or the other Loan Documents.
3. Section 6.1(f) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
(f) Borrower or any guarantor hereunder shall
become insolvent, or shall suffer or consent to or apply for
the appointment of a receiver, trustee, custodian or
liquidator of itself or any of its property, or shall
generally fail to pay its debts as they become due, or
shall make a general assignment for the benefit of
creditors; Borrower or any guarantor hereunder shall
file a voluntary petition in bankruptcy, or seeking
reorganization, in order to effect a plan or other
arrangement with creditors or any other relief
under the Bankruptcy Reform Act, Title II of the
United States Code, as amended or recodified from
time to time, or under the Bankruptcy and Insolvency
Act (Canada) or comparable legislation in Canada or
any other jurisdiction (collectively, the "Bankruptcy
Code"), or under any state or federal law granting
relief to debtors, whether now or hereafter in effect;
or any involuntary petition or proceeding pursuant to
the Bankruptcy Code or any other applicable state or
federal law relating to bankruptcy, reorganization or
other relief for debtors is filed or commenced against
Borrower or any guarantor hereunder, and with respect
to any such filing by or against any guarantor hereunder,
such petition is unopposed or has not been stayed by
such guarantor within 60 days of such filing, or Borrower
or any such guarantor shall file an answer admitting the
jurisdiction of the court and the material allegations
of any involuntary petition; or Borrower or any such
guarantor shall be adjudicated a bankrupt, or an order
of relief shall be entered against Borrower or any
such guarantor by any court of competent jurisdiction
under the Bankruptcy Code or any other applicable state
or federal law relating to bankruptcy, reorganization or
other relief for debtors.
4. Section 6.1(h) of the Credit Agreement is hereby amended and
Restated in its entirety to read as follows:
(h)The death or incapacity of any individual
guarantor hereunder. The dissolution or liquidation
of Borrower or any guarantor hereunder; or Borrower
or any guarantor hereunder, or any of their directors,
stockholders or members, shall take action seeking to
effect the dissolution or liquidation of Borrower or
any such guarantor, and with respect to any such
guarantor, such action is unopposed or has not been
stayed by such guarantor within 60 days of the date
such action was taken.
5. Except as specifically provided herein, all terms
and conditions of the Credit Agreement remain in full
force and effect, without waiver or modification. All
terms defined in the Credit Agreement shall have the
same meaning when used in this Amendment. This Amendment
and the Credit Agreement shall be read together, as one
document.
6. Borrower hereby remakes all representations and warranties
contained in the Credit Agreement and reaffirms all covenants
set forth therein. Borrower further certifies that as of the
date of this Amendment there exists no Event of Default as
defined in the Credit Agreement except for the Existing
Violations, nor any condition, act or event which with the giving
of notice or the passage of time or both would constitute any such
Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed as of the day and year first written above.
AUTO-GRAPHICS, INC. WELLS FARGO BANK,
NATIONAL ASSOCIATION
By ss/ Robert S. Cope By ss/ Debbie Dillard-Bell
Robert S. Cope Debbie Dillard-Bell
President Vice-President
Acknowledged by the undersigned guarantor, who confirms that the
guaranty executed by him continues in full force and effect, and who
agrees to deliver to Bank, the financial statement referred to above.
By ss/ Robert S. Cope
Robert S. Cope